UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DAW TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
239220106
---------------------------------------------
(CUSIP Number)
Mr. Terry Daw
3706 Shorewood Avenue
Greenbank, Washington 98253
-with copies to-
Robert M. Rosen, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 30, 1996
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) [X]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 239220106 PAGE 2 OF 11 PAGES
-------------- ----- --------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Terry Daw
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* OO
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 203,290
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 110,020
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 203,290
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 110,020
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 313,310
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 2.540%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 239220106 PAGE 3 OF 11 PAGES
-------------- ----- --------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Darcy Daw
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* OO
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 313,903
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 110,020
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 313,903
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 110,020
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 423,923
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 3.438%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 2392202106 PAGE 4 OF 11 PAGES
-------------- ----- --------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Gordon Daw
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* CA
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 593,313
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 593,313
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 593,313
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 4.811%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 239220106 PAGE 5 OF 11 PAGES
-------------- ----- --------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Nanette Daw
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* OO
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is
Required Pursuant to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 593,313
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 593,313
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 593,313
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 4.811%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 239220106 PAGE 6 OF 11 PAGES
-------------- ----- --------
ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, $0.01 par value
Issuer: Daw Technologies, Inc.
2700 South 900 West
Salt Lake City, Utah 84119
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is filed by the individuals identified below
(collectively the "Reporting Persons"):
1. Terry Daw
3706 Shorewood Avenue
Greenbank, WA 98253
Principal Employment: Retired.
This Reporting Person has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violations
of such laws.
2. Darcy Daw
3706 Shorewood Avenue
Greenbank, WA 98253
Principal Employment: Retired.
This Reporting Person has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violations
of such laws.
3. Gordon Daw
387 Golden Pheasant Drive
Draper, Utah 84020
Principal Employment: Vice President, Daw, Incorporated
125 52 South 125 West
Draper, Utah 84020
The principal business activity of Daw, Incorporated is to provide
interior specialty contractor and dry wall services.
This Reporting Person has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil
<PAGE>
CUSIP NO. 239220106 PAGE 7 OF 11 PAGES
-------------- ----- --------
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violations of such laws.
4. Nanette Daw
387 Golden Pheasant Drive
Draper, Utah 84020
Principal Employment: Homemaker.
This Reporting Person has not during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violations
of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Except as indicated below, all Common Stock was acquired by the
Reporting Persons directly from the Issuer on October 13, 1992 in connection
with the merger of Prima Acquisitions, Inc. and the Issuer. None of the Common
Stock of the Reporting Persons was purchased with cash funds thereof.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Persons have acquired the Common Stock of the Issuer for
long-term investment purposes. Except as indicated below, all Common Stock was
acquired by the Reporting Persons directly from the Issuer on October 13, 1992
in connection with the merger of Prima Acquisitions, Inc. and the Issuer.
Except as set forth in this Item 4 and elsewhere in this Statement,
none of the Reporting Persons has any plans or proposals which relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D, and each of the foregoing persons reserves the right to
change its intentions with respect to any of the foregoing at any time without
notice. The Reporting Persons believe however, that for the past two years, the
Issuer's stock price has been adversely affected by activity of persons who have
borrowed and sold Common Stock of the Issuer ("short-sales").
Since the Reporting Persons are committed to a long-term investment in
the Issuer, the Reporting Persons have determined that it is not in their
interest to permit Common Stock of the Issuer beneficially owned by them to be
borrowable for purposes of facilitating short sales. It is therefore the present
intention of the Reporting Persons to (i) terminate any existing stock loan
agreements that entitle brokers to loan the fully-paid Common Stock of the
Issuer held in each of the Reporting Persons' accounts, and (ii) request that
their brokers promptly obtain and maintain the physical possession or control of
all Common Stock of the Issuer beneficially owned by the Reporting Persons that
is currently being used for stock loans.
From time to time, the Reporting Persons will evaluate their decision
to hold the Common Stock of the Issuer in the manner described above and may
contact other shareholders of the Issuer to discuss with them the advisability
of stock loan agreements related to the Common Stock of the Issuer held by them.
<PAGE>
CUSIP NO. 239220106 PAGE 8 OF 11 PAGES
-------------- ----- --------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership by each of the Reporting Persons of Common
Stock of the Issuer as of the date hereof is as follows:
<TABLE>
<CAPTION>
No. of Shares Deemed Nature of Ownership Percentage of Class
to be Beneficially Owned:
<S> <C> <C>
203,290 The record ownership and economic 1.648%
interest in such shares is held
solely by Terry Daw.
313,903 The record ownership and economic 2.545%
interest in such shares is held
solely by Darcy Daw.
110,020 The record ownership and economic .892%
interest in such shares is held jointly by
Terry Daw and Darcy Daw, and each of them
has shared voting and dispositive power
with respect to such shares.
593,313 The record ownership and economic 4.811%
interest in such shares is held jointly by
Gordon Daw and Nanette Daw, and each of
them has shared voting and dispositive
power with respect to such shares.
____________ _______________
1,220,526 9.896%
</TABLE>
Collectively, the Reporting Persons may be deemed directly or
indirectly to beneficially own 9.296% of the Common Stock of the Issuer.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
12,330,254 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Form 10-K filed on April 1, 1996.
(b) Terry Daw has sole voting and dispositive power over 203,290 shares
of the Common Stock of the Issuer beneficially owned by him. Darcy Daw has sole
voting and dispositive power 313,903 shares of the Common Stock of the Issuer
beneficially owned by her. Terry Daw and Darcy Daw have shared voting and
dispositive power over 110,020 shares of the Issuer beneficially owned by them
as joint tenants. Gordon Daw and Nanette Daw have shared voting and dispositive
power over the 593,313
<PAGE>
CUSIP NO. 239220106 PAGE 9 OF 11 PAGES
-------------- ----- --------
shares of the Issuer beneficially owned by them as joint tenants. Neither Gordon
Daw nor Nanette Daw has sole voting power or dispositive power over any shares
of the Issuer.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty days by the Reporting Persons are as
follows: None.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
<PAGE>
CUSIP NO. 239220106 PAGE 10 OF 11 PAGES
-------------- ----- --------
After reasonable inquiry and to the best of our knowledge and belief, we each
certify that the information set forth in this statement is true, complete and
correct. This statement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
by: /s/ Terry Daw
----------------------------------
Terry Daw
/s/ Darcy Daw
----------------------------------
Darcy Daw
/s/ Gordon Daw
----------------------------------
Gordon Daw
/s/ Nanette Daw
----------------------------------
Nanette Daw
Date: April 30, 1996
<PAGE>
CUSIP NO. 239220106 PAGE 11 OF 11 PAGES
-------------- ----- --------
EXHIBIT A
AGREEMENT OF JOINT FILING
DAW TECHNOLOGIES, INC.
COMMON STOCK, $0.01 PAR VALUE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above-referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement on this
30th day of April, 1996.
by: /s/ Terry Daw
----------------------------------
Terry Daw
/s/ Darcy Daw
----------------------------------
Darcy Daw
/s/ Gordon Daw
----------------------------------
Gordon Daw
/s/ Nanette Daw
----------------------------------
Nanette Daw
